WEST PALM BEACH, Fla.--(BUSINESS WIRE)--PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), a holding company that brings together like-minded customers and merchants in the parallel economy, through commerce, payments, products, and services, today announced financial results for the first quarter 2024.
Michael Seifert, Chairman and Chief Executive Officer of PublicSquare, commented, “The first quarter 2024 was yet another monumental quarter for PublicSquare with net revenue increasing 9.2x and cash flow operating expenses only rising 2.2x compared to first quarter 2023, showcasing the fact that our business is trending in an incredible fashion towards a profitable and sustainable path of growth. Even more impressive, pro forma first quarter net revenue was greater than all of 2023 net revenue.”
“With the acquisition of Credova, a BNPL and business finance solution, and the expedited development of PSQPayments, our uncancellable payment stack, we have moved decisively down the road to owning the infrastructure of the parallel economy. In our Marketplace segment, we continued to make accelerated progress on our e-commerce platform during the quarter, launching functionality like automatically applied discount codes and enhanced search functionality, well ahead of schedule. As we look towards the remainder of 2024, we expect continued growth among all our verticals - Marketplace, Financial Technology, and Brands - as we pursue the ongoing transformation of PublicSquare into a true holding company model leveraging the economic power of our total addressable market. PSQPayments represents the next step in our journey, and we will be dedicating significant internal resources to developing and launching this service that our consumers and merchants have demanded. We continue to believe all signs are pointing in an increasingly positive direction, and we reaffirm our belief that we are just getting started,” concluded Seifert.
FIRST QUARTER 2024 HIGHLIGHTS
- Acquired Credova, the leading buy now, pay later (BNPL) provider for the firearms and shooting sports industry, in an all-equity transaction as previously announced on March 13, 2024
- Announced the development of PSQPayments to create an uncancellable payment stack for the parallel economy
- Hired former Klarna North America CEO Brian Billingsley to lead the expedited development and launch of PSQPayments
- Increased net revenue (net of returns & discounts) by 817% to $3.5 million compared to the first quarter 2023
- On a pro forma basis, net revenue was $6.4 million, including Credova, as of January 1, 2024, 12.2% greater than the full year 2023 PublicSquare net revenue
- Increased PublicSquare Marketplace segment revenue by 150% compared to the first quarter 2023
- Brand segment revenue contributed over $2.1 million in net revenue for the first quarter 2024, of which 75% was subscription-based
- Average Marketplace Monthly Average Users (MAU) increased by 314% compared to the first quarter 2023
- Incurred over $2.3 million in one-time transaction costs related to the Credova transaction during the first quarter 2024 – these transaction expenses are not expected to impact costs going forward
- Ended the first quarter of 2024, pro forma for the previously announced $10.0 million insider/affiliate investment approved by shareholders on April 30, 2024, with $19.3 million in cash, of which $0.2 million was restricted cash
SUBSEQUENT EVENTS
- Launched PublicSquare Live, a shopping experience where our consumers can meet the founders and creators of PublicSquare businesses, on Real America’s Voice broadcasting channel, hosted by former QVC host Erin Elmore
- PublicSquare Live, during its inaugural debut on May 11, 2024, drove the highest total online orders for one day since Marketplace launch, exceeding Black Friday 2023
- On May 15, 2024, Mike Hebert was promoted to Chief Operating Officer of PublicSquare. Prior to this role, Mike was the Chief People Officer of PublicSquare from March 2023
2024 OUTLOOK - UPDATED
The Company’s updated 2024 Outlook assumes changes to segment guidance only. Revenue, profitability, and cash position outlook remain unchanged.
REVENUE
- Year-End 2024 Exit Run-Rate Revenue of approximately $47 million to $53 million
PROFITABILITY
- EveryLife is expected to reach and maintain cash flow positivity during 2024
- Credova is expected to remain cash flow positive in 2024
- PublicSquare intends to prioritize the development and growth of PSQPayments
SEGMENTS
- EveryLife soaps and lotions products are expected to launch during the third quarter 2024
- Eden, a new feminine care product line in the Brands segment, is expected to launch in the second half of 2024
- PSQPayments, a platform building an uncancellable payments stack, is expected to accelerate product development during the second quarter 2024
- PSQPayments is expected to begin implementation for a limited number of key launch clients in the third quarter 2024
CASH POSITION
- Expect to exit 2024 with approximately $8.0 million to $10.0 million of cash on the balance sheet
First Quarter 2024 Prepared Remarks & Discussion
Management will host prepared remarks today at 9:00 am ET. The live webcast and replay can be accessed at https://investors.publicsquare.com. PublicSquare has utilized the Say Technologies platform to allow shareholders to submit questions to management in advance of the webcast. Management will respond to previously submitted top questions that pertain to PublicSquare’s strategic priorities, business operations, financial position, and efforts to continue enhancing the business.
About PublicSquare
PublicSquare is a holding company that brings together like-minded customers and merchants in the parallel economy through commerce, payments, products, and services. The primary mission of the Marketplace segment is to help consumers “shop their values” and put purpose behind their purchases. PublicSquare leverages data and insights from the Marketplace to assess its customers’ needs and provide wholly-owned quality financial products and brands. PublicSquare’s Financial Technology segment consists of Credova, a consumer financing company focusing on the outdoor sports and shooting industry, and PSQPayments. PublicSquare’s Brands segment consists of D2C companies, such as EveryLife, a premium life-affirming baby products company, as well as business services, such as PSQ Link. The PublicSquare Marketplace is free to join for both consumers and business owners. To learn more, download the app on the App Store or Google Play, or visit PublicSquare.com
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding PublicSquare, anticipated product launches, our products and markets, future financial condition, expected future performance and market opportunities of PublicSquare. Forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and in this press release, include statements about our anticipated exit run-rate revenue, profitability, cash position and product launches; however, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations, including the possibility that any of the anticipated benefits of the Credova transaction will not be realized or will not be realized within the expected time period, (ii) the ability of PublicSquare and Credova to integrate the business successfully and to achieve anticipated synergies and value creation, (iii) changes in the competitive industries and markets in which PublicSquare operates, variations in performance across competitors, changes in laws and regulations affecting PublicSquare’s business and changes in the combined capital structure, (iv) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (v) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, including EveryLife, PSQ Link, E-commerce, the Tucker Carlson partnership, Credova, PSQPayments, PublicSquare Live and Eden, (vi) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue, (vii) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (viii) the ability to execute PublicSquare’s anticipated business plans and strategy, (ix) the ability of PublicSquare to enforce its current or future intellectual property, including patents and trademarks, along with potential claims of infringement by PublicSquare of the intellectual property rights of others, (x) actual or potential loss of key influencers, media outlets and promoters of PublicSquare’s business or a loss of reputation of PublicSquare or reduced interest in the mission and values of PublicSquare and the segment of the consumer marketplace it intends to serve, and (xi) the risk of economic downturn, increased competition, a changing regulatory landscape and related impacts that could occur in the highly competitive consumer marketplace, both online and through “bricks and mortar” operations. The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described and to be described in PublicSquare’s public filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and PublicSquare does not assume any obligation to, nor does it intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. PublicSquare gives no assurance that PublicSquare will achieve its expectations.
PSQ HOLDINGS, INC. (dba PublicSquare) |
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Condensed Consolidated Balance Sheets |
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March 31, |
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December 31, |
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2024 |
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2023 |
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(unaudited) |
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|
|
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||
Assets |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
9,112,952 |
|
|
$ |
16,446,030 |
|
Restricted cash |
|
|
233,899 |
|
|
|
- |
|
Accounts receivable, net |
|
|
365,608 |
|
|
|
204,879 |
|
Loans held for investment, net of allowance for credit losses of $890,470 as of March 31, 2024 |
|
|
5,542,573 |
|
|
|
- |
|
Interest receivable |
|
|
426,042 |
|
|
|
- |
|
Inventory |
|
|
1,207,381 |
|
|
|
1,439,182 |
|
Prepaid expenses and other current assets |
|
|
2,945,377 |
|
|
|
3,084,576 |
|
Total current assets |
|
|
19,833,832 |
|
|
|
21,174,667 |
|
Loans held for investment, net of allowance for credit losses of $183,111 as of March 31, 2024, non-current |
|
|
1,139,745 |
|
|
|
- |
|
Property and equipment, net |
|
|
362,394 |
|
|
|
127,139 |
|
Intangible assets, net |
|
|
15,758,698 |
|
|
|
3,557,029 |
|
Goodwill |
|
|
10,930,978 |
|
|
|
- |
|
Operating lease right-of-use assets |
|
|
570,585 |
|
|
|
324,238 |
|
Deposits |
|
|
37,902 |
|
|
|
63,546 |
|
Total assets |
|
$ |
48,634,134 |
|
|
$ |
25,246,619 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Revolving line of credit |
|
$ |
5,100,542 |
|
|
$ |
- |
|
Accounts payable |
|
|
6,592,107 |
|
|
|
1,828,508 |
|
Accrued expenses |
|
|
1,044,015 |
|
|
|
1,641,553 |
|
Deferred revenue |
|
|
143,648 |
|
|
|
225,148 |
|
Operating lease liabilities, current portion |
|
|
327,884 |
|
|
|
310,911 |
|
Total current liabilities |
|
|
13,208,196 |
|
|
|
4,006,120 |
|
Convertible promissory notes |
|
|
8,449,500 |
|
|
|
- |
|
Warrant liabilities |
|
|
7,898,500 |
|
|
|
10,130,000 |
|
Earn-out liabilities |
|
|
540,000 |
|
|
|
660,000 |
|
Operating lease liabilities |
|
|
244,818 |
|
|
|
16,457 |
|
Total liabilities |
|
|
30,341,014 |
|
|
|
14,812,577 |
|
Commitments and contingencies (Note 16) |
|
|
|
|
|
|
|
|
Stockholders’ equity |
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of March 31, 2024 and December 31, 2023 |
|
|
- |
|
|
|
- |
|
Class A Common stock, $0.0001 par value; 500,000,000 authorized shares; 28,177,917 shares and 24,410,075 shares issued and outstanding as of March 31, 2024 and December 31, 2023 respectively |
|
|
2,817 |
|
|
|
2,441 |
|
Class C Common stock, $0.0001 par value; 40,000,000 authorized shares; 3,213,678 shares issued and outstanding as of March 31, 2024 and December 31, 2023 |
|
|
321 |
|
|
|
321 |
|
Additional paid in capital |
|
|
93,079,952 |
|
|
|
72,644,419 |
|
Accumulated deficit |
|
|
(74,789,970 |
) |
|
|
(62,213,139 |
) |
Total stockholders’ equity |
|
|
18,293,120 |
|
|
|
10,434,042 |
|
Total liabilities and stockholders’ equity |
|
$ |
48,634,134 |
|
|
$ |
25,246,619 |
|
PSQ HOLDINGS, INC. (dba PublicSquare) |
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Condensed Consolidated Statements of Operations (Unaudited) |
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For the three months ended
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|
2024 |
|
|
2023 |
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||
Revenues, net |
|
$ |
3,465,889 |
|
|
$ |
378,034 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
Cost of revenue (exclusive of depreciation and amortization shown separately below) |
|
|
598,361 |
|
|
|
362,973 |
|
Cost of goods sold |
|
|
1,391,408 |
|
|
|
- |
|
General and administrative |
|
|
10,262,878 |
|
|
|
4,091,850 |
|
Sales and marketing |
|
|
4,682,638 |
|
|
|
666,057 |
|
Research and development |
|
|
1,141,958 |
|
|
|
248,500 |
|
Depreciation and amortization |
|
|
296,597 |
|
|
|
545,337 |
|
Total costs and expenses |
|
|
18,373,840 |
|
|
|
5,914,717 |
|
Operating loss |
|
|
(14,907,951 |
) |
|
|
(5,536,683 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
Other income |
|
|
103,379 |
|
|
|
5,138 |
|
Change in fair value of convertible promissory notes |
|
|
- |
|
|
|
(1,147,905 |
) |
Change in fair value of earn-out liabilities |
|
|
120,000 |
|
|
|
- |
|
Change in fair value of warrant liabilities |
|
|
2,231,500 |
|
|
|
- |
|
Interest expense, net |
|
|
(124,178 |
) |
|
|
(8,001 |
) |
Loss before income tax benefit (expense) |
|
|
(12,577,250 |
) |
|
|
(6,687,451 |
) |
Income tax benefit (expense) |
|
|
419 |
|
|
|
(189 |
) |
Net loss |
|
$ |
(12,576,831 |
) |
|
$ |
(6,687,640 |
) |
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted |
|
$ |
(0.44 |
) |
|
$ |
(0.40 |
) |
Weighted-average shares outstanding, basic and diluted |
|
|
28,395,756 |
|
|
|
16,683,248 |
|
PSQ HOLDINGS, INC. (dba PublicSquare) Condensed Consolidated Statements of Cash Flows (Unaudited) |
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|
For the three months ended
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|
2024 |
|
|
2023 |
|
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Cash Flows from Operating Activities |
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|
|
|
|
|
||
Net loss |
|
$ |
(12,576,831 |
) |
|
$ |
(6,687,640 |
) |
Adjustment to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Change in fair value of convertible promissory notes |
|
|
- |
|
|
|
1,147,905 |
|
Change in fair value of warrant liabilities |
|
|
(2,231,500 |
) |
|
|
- |
|
Change in fair value of earn-out liabilities |
|
|
(120,000 |
) |
|
|
- |
|
Share based compensation |
|
|
5,886,423 |
|
|
|
- |
|
Provision for credit losses on loans held for investment |
|
|
75,507 |
|
|
|
- |
|
Origination of loans and leases for resale |
|
|
(1,493,581 |
) |
|
|
- |
|
Proceeds from sale of loans and leases for resale |
|
|
1,576,585 |
|
|
|
- |
|
Gain on sale of loans and leases |
|
|
(83,004 |
) |
|
|
- |
|
Depreciation and amortization |
|
|
296,597 |
|
|
|
545,337 |
|
Non-cash operating lease expense |
|
|
94,774 |
|
|
|
40,813 |
|
Interest income on loans held for investment |
|
|
(426,042 |
) |
|
|
- |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(160,729 |
) |
|
|
- |
|
Prepaid expenses and other current assets |
|
|
1,409,133 |
|
|
|
(116,137 |
) |
Inventory |
|
|
231,801 |
|
|
|
- |
|
Deposit |
|
|
25,644 |
|
|
|
- |
|
Accounts payable |
|
|
1,333,428 |
|
|
|
1,462,977 |
|
Accrued expenses |
|
|
(185,658 |
) |
|
|
623,014 |
|
Deferred revenue |
|
|
(81,500 |
) |
|
|
2,506 |
|
Operating lease payments |
|
|
(95,787 |
) |
|
|
(39,508 |
) |
Net cash used in operating activities |
|
|
(6,524,740 |
) |
|
|
(3,020,733 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from Investing Activities |
|
|
|
|
|
|
|
|
Software development costs |
|
|
(769,641 |
) |
|
|
(734,404 |
) |
Principal paydowns on loans held for investment |
|
|
984,888 |
|
|
|
- |
|
Disbursements for loans held for investment |
|
|
(715,036 |
) |
|
|
- |
|
Acquisition of businesses, net of cash acquired |
|
|
141,215 |
|
|
|
- |
|
Purchase of intangible assets |
|
|
- |
|
|
|
(35,312 |
) |
Purchase of property and equipment |
|
|
- |
|
|
|
(13,726 |
) |
Net cash used in investing activities |
|
|
(358,574 |
) |
|
|
(783,442 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from Financing Activities |
|
|
|
|
|
|
|
|
Repayments on revolving line of credit |
|
|
(215,865 |
) |
|
|
- |
|
Proceeds from the issuance of common stock |
|
|
- |
|
|
|
2,600,125 |
|
Proceeds from issuance of convertible promissory notes |
|
|
- |
|
|
|
2,050,000 |
|
Net cash (used in) provided by financing activities |
|
|
(215,865 |
) |
|
|
4,650,125 |
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
(7,099,179 |
) |
|
|
845,950 |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
16,446,030 |
|
|
|
2,330,405 |
|
Cash, cash equivalents and restricted cash, end of the period |
|
$ |
9,346,851 |
|
|
$ |
3,176,355 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
9,112,952 |
|
|
$ |
3,176,355 |
|
Restricted cash |
|
|
233,899 |
|
|
|
- |
|
Total cash, cash equivalents and restricted cash, end of period |
|
$ |
9,346,851 |
|
|
$ |
3,176,355 |
|
|
|
|
|
|
|
|
|
|
Supplemental Non-Cash Investing and Financing Activity |
|
|
|
|
|
|
|
|
Accrued variable compensation settled with RSU grants |
|
$ |
411,880 |
|
|
$ |
- |
|
Shares issued in connection with Credova Merger |
|
$ |
14,137,606 |
|
|
$ |
- |
|
Note Exchange in connection with Credova Merger |
|
$ |
8,449,500 |
|
|
$ |
- |
|
Brand intangible purchase for stock |
|
$ |
- |
|
|
$ |
1,334,850 |
|
Segments
As of March 31, 2024, the Company’s operating and reportable segments include:
- Marketplace: PSQ has created a marketplace platform to access consumers that are drawn to patriotic, family-friendly values. The Company generates revenue from advertising and e-commerce transaction revenues.
- Brands: Our wholly owned brand is EveryLife, Inc., which generates revenue from online and wholesale sales of diapers and wipes.
- Financial Technology: Our wholly owned subsidiary is Credova Holdings, Inc., which generates revenue primarily through four activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from retailer discounts and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods.
Adjusted EBITDA is defined as earnings (loss) from operations less depreciation and amortization, share based compensation and transaction costs. Earnings (loss) from operations excludes interest, interest expense, (gain) loss on sale of equipment, change in fair value of financial instruments and other expenses. The Company believes that Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.
Segment performance, as defined by the Company, is not necessarily comparable to other similarly titled captions of other companies.
The following tables set forth the Company’s revenues, net and adjusted EBITDA for the three months ended March 31, 2024 and 2023:
|
|
For the three months ended
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|
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|
|
2024 |
|
|
2023 |
|
||
Revenues, net: |
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|
|
|
|
|
||
Marketplace |
|
|
|
|
|
|
||
Advertising and e-commerce sales |
|
$ |
945,471 |
|
|
$ |
378,034 |
|
Brands |
|
|
|
|
|
|
|
|
Product sales |
|
|
2,350,510 |
|
|
|
- |
|
Returns and discounts |
|
|
(207,101 |
) |
|
|
- |
|
Total Brands revenues, net |
|
|
2,143,409 |
|
|
|
- |
|
Financial Technology |
|
|
|
|
|
|
|
|
Direct revenue |
|
|
154,607 |
|
|
|
- |
|
Interest income on loans and leases |
|
|
139,398 |
|
|
|
- |
|
Loan and lease contracts sold, net |
|
|
83,004 |
|
|
|
- |
|
Total Financial Technology revenues, net |
|
|
377,009 |
|
|
|
- |
|
Total revenues, net |
|
$ |
3,465,889 |
|
|
$ |
378,034 |
|
|
|
For the three months ended
|
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Adjusted EBITDA: |
|
|
|
|
|
|
||
Marketplace adjusted EBITDA |
|
$ |
(6,827,402 |
) |
|
$ |
(4,991,346 |
) |
Brands adjusted EBITDA |
|
|
(362,613 |
) |
|
|
- |
|
Financial Technology adjusted EBITDA |
|
|
(128,731 |
) |
|
|
- |
|
Total adjusted EBITDA |
|
|
(7,318,746 |
) |
|
|
(4,991,346 |
) |
Transaction costs incurred in connection with acquisitions |
|
|
(2,293,594 |
) |
|
|
- |
|
Share-based compensation (exclusive of what is included in transaction costs above) |
|
|
(4,999,014 |
) |
|
|
- |
|
Depreciation and amortization |
|
|
(296,597 |
) |
|
|
(545,337 |
) |
Other income, net |
|
|
103,379 |
|
|
|
5,138 |
|
Change in fair value of warrant liabilities |
|
|
2,231,500 |
|
|
|
- |
|
Change in fair value of earnout liabilities |
|
|
120,000 |
|
|
|
- |
|
Change in fair value of convertible notes |
|
|
- |
|
|
|
(1,147,905 |
) |
Income tax benefit (expense) |
|
|
419 |
|
|
|
(189 |
) |
Interest expense, net |
|
|
(124,178 |
) |
|
|
(8,001 |
) |
Net loss |
|
$ |
(12,576,831 |
) |
|
$ |
(6,687,640 |
) |
